Item 1.01. Entry into a Material Definitive Agreement.
On
The Acquisition will be accomplished by means of a merger (the "Merger") of
Merger Sub with and into CB Velocity, with CB Velocity continuing as the
surviving company and becoming a direct, wholly owned subsidiary of the Company.
At the effective time of the Merger (the "Effective Time"), (a) each Class A-1,
A-2 and B Unit (other than the unvested restricted units and together, the
"Units") of CB Velocity will be automatically canceled and retired and each
holder of the Units will cease to have any rights with respect thereto, except
the right to receive (i) a portion of
In connection with the execution of the Merger Agreement, the Company entered
into a support agreement (the "Support Agreement") with
The Merger Agreement contains customary representations, warranties and covenants by CB Velocity, the Company and Merger Sub. Except with respect to claims of fraud, the representations and warranties in the Merger Agreement will not survive the closing. The consummation of the Merger is subject to certain customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The consummation of the Merger is not subject to any financing contingency.
The Merger Agreement may be terminated under certain circumstances, including by
the Company or CB Velocity if the closing does not occur by
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or CB Velocity. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the
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Merger Agreement, may be subject to a contractual standard of materiality
different from what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the parties. Accordingly, the
representations and warranties in the Merger Agreement are not necessarily
characterizations of the actual state of facts about the Company or CB Velocity
at the time they were made or otherwise and should only be read in conjunction
with the other information that the Company makes publicly available in reports,
statements and other documents filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
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